Securities Law and Practice Deskbook (Sixth Edition)

In one concise volume, the sixth edition of Securities Law and Practice Deskbook features step-by-step checklists for advisers in the securities arena. This practical treatise enables securities counsel to help corporate entities:

• Deal effectively with the Securities Act registration process—focusing on the procedures, disclosure requirements, and documents involved, including the drafting of prospectuses and the due diligence necessary to ensure accuracy
• Handle registration and reporting under the Exchange Act, including the revisions made by the Sarbanes-Oxley, Dodd-Frank and JOBS Acts
• Issue securities under the various exemptions from Securities Act registration—including discussions of Regulation A, Regulation D and the “crowdfunding” regulations
• Handle resales of restricted and control securities—including a comprehensive Rule 144 “decision tree”
• Minimize liability risks under the Exchange Act—by understanding what triggers violations of Regulation FD, Rule 10b-5, Section 16(b) and “clawback” rules relative to incentive based compensation

Securities Law and Practice Deskbook also covers legislative, regulatory and judicial changes that:

• Allowed streamlined and confidential registration procedures for “emerging growth companies”
• Revised Regulation D, including allowing general solicitation in certain offerings and revising the net worth standard for qualification as an accredited investor; and expanded “bad actor” disqualification and disclosures
• Increased the SEC’s ability to impose penalties in cease-and-desist proceedings
• Heightened the requirements for bringing securities class actions under Rule 10b-5
• Significantly revised proxy disclosures and requirements relative to executive compensation (e.g., “say-on-pay”; “pay for performance” and “pay ratio” disclosure)
• Allow all issuers to use certain written and oral “test the waters” communications in both the pre-filing and waiting periods under new Securities Act Rule 163B